The names of these officers who are to manage the affairs of this corporation until the first election of officers under this charter shall be as follows:

President - Douglas L. Holland
President-Elect - Norman W. Hickey
Secretary-Treasurer - Fred W. Maley
Board of Directors

The names and addresses of the first Board of Directors of this corporation who shall serve until the first election of a Board of Directors under this Charter are as follows:

Douglas J. Holland - Pinellas Park
Norman W. Hickey - Titusville
Fred W. Maley - Bal Harbour Village
Daniel A. Kleman - Tallahassee
Thomas C. Kelly - DeLand (Volusia County)
George R. Frost - Palm Beach
D. Duane Zussy - Clearwater (Pasco County)
E. H. Parmer, Jr. - Kissimmee

By-Laws
The By-Laws of the Corporation shall be made, adopted, promulgated, altered, rescinded, by a majority vote of the members present at any regular meeting, provided the substance of a proposed amendment shall be submitted in writing 30 days before a regular meeting of the corporation.

Amendments
Amendments to the Articles of Incorporation may be proposed and adopted by a majority vote of the members present at a regular meeting provided the substance of any proposed amendment shall be submitted in writing and mailed to all the members of the corporation at least thirty (30) days before a vote thereon and the same shall not be voted upon until proof of the proposed amendment and compliance with the provisions of this Article have been filed with the Secretary of the corporation.

Annual Meetings
Annual meeting of this corporation shall be held as provided in the By-Laws hereof.

Special Meetings
The Board of Directors shall have authority to call a special meeting of this corporation provided written notice stating the time, place and purpose of such special meeting is given to each member hereof at least five (5) days prior to such meeting.

FCCMA BY-LAWS
As Revised May 2011

ARTICLE I
The Board of Directors shall supervise and control the affairs of the Association, when the association is not in regular or special session. The Board of Directors shall have the power and authority to enter into contractual agreements for association/secretariat services. The duties of the officers of this Association shall be such that, by general usage, are as the title indicates.

ARTICLE II
Section 1. “The Profession of City and County Management” shall be construed to mean the exercise of the chief administrative power of the municipality or county under the policy-forming direction of a legislative body by a person appointed by the legislative body for this purpose, as well as the work of those persons appointed by the chief administrative officer to assist directly in the exercise of that administrative power and in the general administrative oversight and implementation of municipal or county operations.

Section 2. Membership classifications shall be in accordance with requirements of the International City/County Management Association unless otherwise provided by the Board of Directors.

Section 3. The annual dues for membership shall be payable in advance in such amounts and according to such classifications as shall be fixed and determined by the Board of Directors. Dues shall be considered delinquent thirty (30) days after billing; however, members shall remain in good standing until dues are delinquent for a period of three (3) months from time of billing. Members delinquent for more than three (3) months will not be considered in good standing and shall be purged from the membership roster.

Section 4. The fiscal year for conduct of all business of the corporation shall be from October 1 to September 30 inclusive. The Program Year is defined as the period from the conclusion of the annual conference to the conclusion of the following annual conference. The Board of Directors shall designate a Certified Public Accountant to make an annual audit, with an opinion on the financial condition of the corporation. The Secretary-Treasurer shall oversee all the necessary financial business of the Association.

ARTICLE III
Section 1. There shall be at least one Annual Meeting of the membership. The dates, program and registration fees shall be determined by the Board of Directors. At the annual meeting of the Association, the order of business shall be as follows, but may be suspended by a majority vote of the Voting members present:

1. Roll Call
2. Approval of the Minutes
3. Financial Report
4. Communications
5. Unfinished Business
6. Election of Officers and At-Large Directors
7. New Business
8. Adjournment

Section 2. Prior to or during the Annual Meeting, a Review of the State of the Association shall be provided to all members.

Section 3. Prior to or during the Annual Meeting, a request for Committee Volunteers shall be made to all members. Committees and Committee members shall be appointed by the President pursuant to Article VI of these bylaws.


ARTICLE IV
Voting by proxy shall not be allowed by the Board of Directors, committees or membership.

ARTICLE V
Section 1. Elections: Honorary, Full, Range Riders and Retired members will have the right to vote on Association business.

Section 2. Officers: To be elected as an FCCMA Officer, the member must be a dues-paying, full member who: is currently employed as a manager or an assistant/ deputy manager, or an assistant to the manager or equivalent, is serving in a municipal or county government recognized by ICMA; shall have served at least 24 months on the Board of Directors and be serving full-time in a municipal or county government at the time he/she takes office; shall have at least three (3) years experience in Florida and shall be elected by a majority of those voting. Persons serving in an interim or acting capacity are not eligible to serve. Officers shall consist of:

President
President-Elect
Secretary-Treasurer

Section 3: Board of Directors: The Board of Directors shall consist of the three (3) officers, the past president, one (1) Director from each of the eight (8) Districts and three (3) Directors-at-Large, totaling fifteen (15) voting members. In addition, the President may, in his/her discretion, appoint ex-officio, non-voting members to serve on the Board. The District Directors shall be elected by the Members in the District on an even-odd stagger based on District numbers, and the Directors-at-Large shall be elected on an even-odd stagger based on set numbers. Upon the absence, disability or resignation of the President, the President-Elect shall immediately become the President until his/her normal term commences as President. If both positions are vacant, the Board of Directors shall appoint persons to fill the vacancies. If the position of Secretary-Treasurer becomes vacant, the Board shall appoint a person to fill the vacancy to finish the term, and then the person may stand for a confirmation vote from the membership for the office of President-Elect. If the Secretary-Treasurer does not wish to move up to President-Elect, a self-nominated President-Elect would be recommended for election by the nominating committee. District Directors and Directors-at-Large shall serve one (1) full two-year (2) -year term except that an additional one (1) year shall be allowed to provide for the even-odd stagger as needed. Any vacancy for District Directors shall be filled by the Board of Directors to complete the program year. Any vacancy for a Director-at-Large shall be filled by the Board of Directors for the remainder of the term.

Section 4: Elections:
(A) Officers of this corporation shall be elected for one (1) year or until their successors are duly elected and qualified. The President-Elect shall assume the office of President at the close of the Annual Meeting.

(B) Elections for Officers and At-Large Directors shall be held at the annual meeting, during the business session. The office of President-Elect shall be filled by the Secretary-Treasurer, with a confirming vote of those present. The elections shall be based upon a slate prepared by the Nominating Committee, which shall be circulated among the membership prior to the election.

(C) Nominating Committee: This committee shall consist of: the President, President-Elect, and eight (8) members representing each of the Districts. Each District member shall be recommended by the appropriate District Director, and may not be a current Board of Directors’ member or a candidate for any executive officer or Director seat. The President will serve as chair of this Committee. In the event either the President or President-Elect cannot serve, the Secretary-Treasurer will serve. The Nominating Committee shall be confirmed by the Board of Directors no later than the second quarterly meeting of the program year. The Committee will canvass the membership no later than 120 days prior to the annual conference, to solicit candidates for the positions of Secretary-Treasurer and the open Director-at-Large seats from the membership. Self-nomination is required. Once nominations are received, the Committee shall meet, no less than 45 days prior to the annual conference, to prepare a slate of candidates and a confirming vote of the President and President-Elect. The Committee shall consider all qualified persons and shall conduct in-person or remote, live interviews of the candidates. In its review of candidates, the Committee shall consider the diversity and balance of the Board, including, without limitation, such factors as type of organization served, position, and geographic distribution, Questions regarding a person’s qualifications or eligibility to serve shall be decided by the Board of Directors prior to confirmation of the slate of candidates. Nominations may be made from the floor during the election portion of the Business Meeting. A majority of the votes cast at the business meeting shall determine the winners.

Section 5: Qualifications for District Directors: To be elected as an FCCMA District Director, the member must be a dues-paying, full member with a minimum of three (3) years experience as a full member in Florida who is currently employed as a manager or an assistant/ deputy manager, or an assistant to the manager or equivalent serving in a municipal or county government recognized by ICMA and nominated by the Board of Directors’ approved district election process. The nominee must be employed within the district’s boundaries in a city or county government as a manager, an assistant/deputy manager, or assistant to the manager and be serving full-time in the municipal or county government at the time he/she takes office. Persons serving in an interim or acting capacity are not eligible to serve. Elections for District Director shall be completed no later than February 15 of the calendar year in which the District Director would take office. District Directors shall serve a term of two (2) years or until a successor is duly elected.

The state shall be divided into districts according to counties as follows:

District I: Bay, Calhoun, Escambia, Franklin, Gadsden, Gulf, Holmes, Jackson, Jefferson, Leon, Liberty, Okaloosa, Santa Rosa, Wakulla, Walton, Washington.

District II: Baker, Bradford, Clay, Columbia, Dixie, Duval, Flagler, Gilchrist, Hamilton, Lafayette, Madison, Nassau, Putnam, St. Johns, Suwannee, Taylor, Union, Volusia.

District III: Brevard, Orange, Osceola, Seminole.

District IV: Indian River, Martin, Palm Beach, St. Lucie.

District V: Broward, Dade.

District VI: Charlotte, Collier, De Soto, Glades, Hardee, Hendry, Highlands, Lee, Manatee, Monroe, Okeechobee, Sarasota.

District VII: Alachua, Citrus, Hernando, Hillsborough, Levy, Marion, Pasco, Pinellas.

District VIII: Lake, Polk, Sumter.

The Board of Directors will review the Districts as needed to achieve a balance among the number of members, community of interest, and geographical relationships. In any change of district, the Board of Directors shall determine the appropriate method of transition.

Section 6: To be elected as a Director-at-Large, the member must be a Full, dues-paying member, with a minimum of three (3) years’ experience as a full member in Florida, who is currently employed as a manager or an assistant/deputy manager, or an assistant to the manager or equivalent. Directors-at-Large shall serve a two (2) year term or until successors are duly elected.

Section 7: The Board of Directors shall meet at least quarterly during the program year. Special meetings may be called by the President or a minimum of eight (8) of the members of Board of Directors. A quorum shall be required for official Board action and shall consist of a majority of the members of the Board of Directors. Officers and Directors shall make every effort to attend all meetings. Any Officer or Board member missing three (3) meetings in a program year (from end of May conference to beginning of May conference) or any three (3) consecutive meetings shall automatically be removed from the Board and the vacancy filled consistent with the By-laws procedure in Article V.

Section 8: Conditions for In-Transition and Vacancies: Officers and Directors-at-Large who become a member-in-transition, and who continue to meet eligibility requirements, will not be removed from office, but shall continue to serve until the Annual Meeting at which the Officers and Directors are elected immediately following the date upon which the Officer or Director-at-Large becomes a member-in-transition, thus completing the current program year. A District Director who becomes a member-in-transition but is reemployed within the District in a municipality, county or council of government, and meets eligibility requirements, shall remain a District Director until the end of the term. A District Director who becomes a member-in-transition but is not reemployed within the District yet otherwise continues to meet eligibility requirements will not be removed from office but shall continue to serve until the Annual Meeting at which the Officers and Directors are elected immediately following the date upon which the District Director becomes a member-in-transition, thus completing the current program year.

ARTICLE VI
The President shall annually appoint such committees as may be deemed necessary for the proper conduct of the work of the corporation.

No committee or individual shall be vested with power to enter into any agreement or contract to obligate this corporation, or create any financial liabilities for the corporation except upon the authority of the Board of Directors.

The Ethics Committee, as created in the Charter, shall be comprised of the chairperson and six (6) other members who will serve a four (4) year term that is staggered. To implement these terms, the two (2) additional members appointed in 2002 shall serve a one-time, five (5) year term to create a staggered schedule. Members of the Committee must have a minimum of five (5) years in the Association. The members will select their own chair from among themselves, and the chairperson must have served as an executive officer and should be a past president of the Association. Vacancies on the committee shall be filled by the current President. An appointment to fill an unexpired term will not count against a member serving a full term. Members may serve multiple terms; however, not consecutively. Any member of the committee may be removed from the committee by the President with the concurrence of the majority of the Board of Directors.

ARTICLE VII

The Board of Directors shall have the ultimate authority to decide whether to grant or deny any applications for membership. The Board of Directors shall have the authority to take appropriate disciplinary action against any current, former or pending member which, in its judgment, may be appropriate in order to maintain the professional standards of the Association. A complaint against a person who was an FCCMA member at the time of the alleged violation will still be processed even if the person is no longer an Association member. A pending member who has been convicted of any misdemeanor or felony in any location, may be admitted as a member of the Association, following a thorough investigation by a committee appointed by the President and approval by a majority of the Board of Directors. If the pending member does not consent to an investigation within thirty (30) calendar days of a request to do so, he/she is declared ineligible for admittance or re-admittance to the Association.

If, at some future date, the former member wishes to seek re-admittance to the Association, then he/she must appeal in writing to the full Board of Directors, consent to a completion of the investigation and give the committee a compelling justification as to why he/she chose not to have the original investigation completed. Re-admittance to the Association is subject to the approval of the majority of the Board of Directors.

ARTICLE VIII
Any person who has been an active member of this Association in good standing and who has resigned or been removed from his/her position as manager or deputy/assistant manager of a municipality or county, may retain his/her status as an active member for a period of three (3) fiscal years, beginning with the fiscal year following that in which the person last paid applicable membership dues, on a complimentary dues basis if authorized by a majority vote of the Board of Directors. A person in a position other than that described above will not be allowed to retain his/her active membership unless he/she expresses in writing to the Board that he/she desires to return to municipal or county administration.

ARTICLE IX
These By-laws may be amended or repealed as provided in the Article of Incorporation.

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